Current Report Filing (8-k)
24 December 2022 - 9:28AM
Edgar (US Regulatory)
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2022-12-23
2022-12-23
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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): December 23, 2022
ZYVERSA
THERAPEUTICS, INC.
(Exact
name of registrant as specified in its charter)
| Delaware |
|
001-41184 |
|
86-2685744 |
| (State or other jurisdiction |
|
(Commission |
|
(I.R.S. Employer |
| of incorporation) |
|
File Number) |
|
Identification No.) |
2200
N. Commerce Parkway, Suite 208
Weston,
Florida, 33326
(Address
of principal executive offices) (Zip Code)
(754)
231-1688
(Registrant’s
telephone number, including area code)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions (see General Instruction A.2. below):
| ☐ |
Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ |
Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ |
Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ |
Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of Each Class |
|
Trading
Symbols |
|
Name
of each exchange on which registered |
| Common Stock, par value
$0.0001 per share |
|
ZVSA |
|
The Nasdaq Global Market |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item
1.01. Entry into a Material Definitive Agreement.
Reference
is made to that certain License Agreement, dated December 15, 2015, by and between L&F Research LLC (“L&F Research”)
and Variant Pharmaceuticals, Inc. (the “License Agreement”). On December 23, 2022, ZyVersa Therapeutics, Inc., a Delaware
corporation (the “Company”) entered into a Second Amendment to Waiver of Certain Rights under License Agreement, by and between
L&F Research and ZyVersa Therapeutics, Inc., a Florida corporation (“Old ZyVersa”), a wholly owned subsidiary of the
Company (the “Second Amendment”), amending the previously disclosed Waiver Agreement, dated March 2, 2022, by and between
L&F Research and Old ZyVersa (the “Waiver Agreement”), as amended. The Second Amendment further extends to March 31,
2023 the period that L&F Research, LLC waives its right to terminate the L&F License Agreement and exercise any other remedies
thereunder, with respect to $1,500,000 of aggregate milestone payments due to L&F Research by the Company pursuant to the License
Agreement. All other terms of the License Agreement remain in effect.
Item
9.01. Financial Statements and Exhibits.
(c)
Exhibits.
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
| Date: December 23, 2022 |
|
|
| |
By: |
/s/
Stephen Glover |
| |
Name: |
Stephen C. Glover |
| |
Title: |
Chief Executive Officer |
ZyVersa Therapeutics (NASDAQ:ZVSA)
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